Common use of Indemnified Party's Rights Clause in Contracts

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 6, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party of a release from all Liability in respect of the Third Party Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right to defend, compromise or settle any Third Party Claim or consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are sought.

Indemnified Party's Rights. Notwithstanding anything The Indemnifying Party shall lose its right to contest, defend and litigate the contrary Third Party Claim if it shall fail to diligently contest the Third Party Claim. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Section 8.7, or if, in this Article 6accordance with the foregoing, the Indemnifying Party shall notlose its right to contest, without the prior written consent of the Indemnified Party, settle or compromise the defend and litigate such a Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party of a release from all Liability in respect of the Third Party Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to defendcontest, compromise defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle any is given to the Indemnifying Party. If, pursuant to this Section 8.7, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim or consent for which it is entitled to or seek indemnification hereunder, the entry Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that contesting, defending, litigating and/or settling the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different incurred from or additional time to those available time, forthwith following the presentation to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party itemized bills for said attorneys’ fees and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are soughtexpenses.

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 68, iii) if: (I) there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than the payment of money damages in resolution of the Third Party Claim; or (II) if the amount claimed by the third party in respect of the Third Party Claim exceeds the then remaining applicable maximum indemnification amount set out in Section 8.4(b), then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, iv) no Indemnifying Party shall be bound by any compromise or settlement of any Third Party Claim (including if such defence, compromise, settlement or otherwise is undertaken in accordance with subsection (i) of this subsection) by an Indemnified Party other than with the Indemnifying Party’s prior consent, and (e) to the extent an Indemnifying Party assumes the defence of a Third Party Claim hereunder, the Indemnifying Party shall not, without the written prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditionedParty, withheld or delayed) if the contemplated settlement, compromise or judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all Liability in respect of the Third Party Claim. In addition, notwithstanding anything to Claim and involves the contrary in this Article 6, the Indemnified Party shall have the right to defend, settlement or compromise or settle any Third Party Claim or consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim in an amount that does not exceed the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are soughtThreshold.

Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 6, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party of a release from all Liability in respect of the Third Party Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right to defend, compromise or settle any Third Party Claim or consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are sought.

Indemnified Party's Rights. Notwithstanding anything Anything in thisSection 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to participate at its own cost and expense in the defense, compromise and settlement of such Claim; (ii) if the Indemnifying Party fails to assume the defense of a Claim, the Indemnified Party shall have the right to defend, compromise and settle such Claim; (iii) if the nature of the Claim is such that the Indemnified Party reasonably believes that there exists a material conflict of interests between the Indemnified Party's interests and the Indemnifying Party's interests, the Indemnified Party shall be entitled to assume the defense, compromise and settlement of the Claim and retain independent legal counsel of its own choosing, the fees, costs and expenses of which shall be reimbursed by the Indemnifying Party to the extent such amounts constitute or relate to a Claim for which indemnification is available under this Article 6, Section 8; and (iv) the Indemnifying Party shall notnot in any case, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to or seek the entry of a judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which approval shall not be unreasonably conditioned, withheld delayed or delayed) if withheld, settle or compromise any Claim or consent to the contemplated settlement, compromise or entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all Liability in respect of the Third Party such Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right to defend, compromise or settle any Third Party Claim or consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnifying Party or the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and the Indemnifying Party; (iv) if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party Claim is one in which an injunction or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are sought.

Indemnified Party's Rights. Notwithstanding anything Anything in this Section 9.3 to the contrary in this Article 6notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then, without prejudice to the Indemnifying Party's right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise the Third Party Claim, any Claim or consent to or seek the entry of a any judgment with respect to the Third Party Claim without the written consent of the Indemnified Party (which shall not be unreasonably conditioned, withheld or delayed) if the contemplated settlement, compromise or judgment does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all Liability in respect of such Claim No third party Claim shall be settled or compromised without the Third Party Claim. In addition, notwithstanding anything to the contrary in this Article 6, the Indemnified Party shall have the right to defend, compromise or settle any Third Party Claim or prior consent to or seek the entry of a judgment consistent with the terms and conditions of the compromise or settlement with respect to any Third Party Claim: (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect any Person that is an Indemnified Party other than as a result of money damages or other money payments; (ii) if the Third Party Claim involves any Tax matter of Buyer; (iii) if in connection with such Third Party Claim the named parties (including any impleaded parties) to any such action or proceeding include both the Indemnified Party and the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If (i) a firm written offer is made to settle any third party Claim by the party asserting the Claim or if the party asserting the Claim and the Indemnifying Party have agreed on a settlement of such Claim; (ii) such third party Claim will not result in either (A) the Indemnified Party paying monetary damages other than to the extent required by this Agreement or (B) any effect on the Indemnified Party other than the payment of monetary damages; and (iii) the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party shall be excused from, and the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to be solely responsible for, all further defense of such Claim and the Indemnified Party which are different from or additional to those available to maximum amount of liability of the Indemnifying Party so as relating to result in a potential conflict such Claim shall be the amount of interest between the Indemnified Party and the Indemnifying Party; (iv) proposed settlement or compromise, if the Third Party Claim involves any Governmental Entity, Major Customer or Major Supplier; (v) if the Third Party Claim relates amount recovered pursuant to a criminal proceeding, action, indictment, allegation or investigation; (vi) if the Third Party such Claim is one in which an injunction greater than the amount of the proposed settlement or other equitable relief is sought; or (vii) if the Third Party Claim is one in which increased statutory, enhanced or treble damages are soughtcompromise.